Octagon Investment Partners IX, Ltd. JPMorgan - Irish Stock Exchange

(c) unless a Majority of the Controlling Class shall have consented to such sale:
(1) the Moody's rating of the Class A-1 Notes and the Class A-2 Notes has not been withdrawn or reduced
by Moody's by one or more rating subcategories below the Moody's rating of the Class A-1 Notes and the
Class A-2 Notes, respectively, on the Closing Date (unless it subsequently has been upgraded or reinstated to at
least the rating assigned on the Closing Date); and
(2) the Moody's rating of the Class B Notes and the Class C Notes has not been withdrawn or reduced by
Moody's by two or more rating subcategories below the Moody's rating of the Class B Notes and the Class C
Notes, respectively, on the Closing Date (unless it subsequently has been upgraded or reinstated to at least one
rating subcategory below the rating assigned on the Closing Date).
Notwithstanding the above but subject to the Indenture, the Collateral Manager on behalf of the Issuer may
direct the Trustee in writing to sell, and the Trustee will so sell in the manner so directed, Collateral Debt
Obligations without regard to the foregoing limitations in the event of an Optional Redemption or Tax Redemption.
The Collateral Manager on behalf of the Issuer may at any time direct the Trustee in writing to sell, and the
Trustee will so sell in the manner so directed, any Credit Risk Obligation. Following any such sale that occurs
during the Reinvestment Period, (A) the Collateral Manager on behalf of the Issuer will use commercially
reasonable efforts to purchase, with the resulting portion of the Sale Proceeds that constitute Principal Proceeds,
together with, at the Collateral Manager's discretion, any funds in the Principal Collection Account, no later than 30
Business Days after such Credit Risk Obligation is sold, one or more Substitute Collateral Debt Obligations having
an Aggregate Principal Balance no less than such resulting Principal Proceeds, and any Sales Proceeds (excluding
Sales Proceeds that constitute Interest Proceeds) remaining after such reinvestment will be deposited in the Principal
Collection Account; provided that the use of commercially reasonable efforts shall not require the Collateral
Manager to purchase any Substitute Collateral Debt Obligation the purchase of which is not, in its reasonable
business judgment, in the best interests of the holders of the Notes; and (B) after giving effect to such sale and to the
purchase of Substitute Collateral Debt Obligations, the Reinvestment Criteria must be satisfied.
During the Reinvestment Period, the Collateral Manager on behalf of the Issuer may direct the Trustee in
writing to sell, and the Trustee will so sell in the manner so directed, a Credit Improved Obligation if the Collateral
Manager reasonably believes in good faith and in the exercise of commercially reasonable business judgment that
the resulting Principal Proceeds portion of Sale Proceeds will be reinvested within 60 Business Days of the receipt
of the Sale Proceeds of such Credit Improved Obligation in one or more Substitute Collateral Debt Obligations;
provided that such sale can be made in compliance with the Indenture and reinvestment can be made in compliance
with the Reinvestment Criteria; provided, further, that if the Class C Overcollateralization Ratio is less than
108.67% or the Standard & Poor's CDO Monitor Test is not satisfied after giving effect to such contemplated
reinvestment, such Substitute Collateral Debt Obligation or Substitute Collateral Debt Obligations shall have an
Aggregate Principal Balance at least equal to 100% of the Principal Balance of such Credit Improved Obligation.
Notwithstanding anything to the contrary set forth in the Indenture, the Issuer will have the right to effect any
transaction that has been consented to by the holders of Notes evidencing 100% of the Aggregate Outstanding
Amount of each Class of Notes and each holder of a Preferred Share, and of which each Rating Agency has been
notified in writing at least ten Business Days prior to such date; provided that in no event shall the Issuer acquire or
hold any security, obligation or other asset the acquisition, ownership or disposition of which would cause the Issuer
to be engaged in a U.S. trade or business for U.S. federal income tax purposes or subject the Issuer to net income tax
in any jurisdiction.
During the period commencing on the Effective Date and ending on the last day of the Reinvestment Period, the
Collateral Manager may cause (and the Trustee shall release) funds on deposit in the Principal Collection Account to
be reinvested in new Collateral Debt Obligations (the "Substitute Collateral Debt Obligations") if, immediately after
giving effect to such reinvestment, the following criteria (the "Reinvestment Criteria") are satisfied:
(a) the Substitute Collateral Debt Obligation satisfies the definition of Collateral Debt Obligation;
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